Exhibit 99.1
Form of Proxy Card of Queens County Bancorp. Inc.
Please mark your
votes as
indicated in this
example [x]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
1. To approve and adopt the Agreement and Plan of
Merger, dated as of June 27, 2000, by and between FOR AGAINST ABSTAIN
Queens County Bancorp, Inc. and Haven [_] [_] [_]
Bancorp, Inc., as more fully described in the
accompanying Joint Proxy Statement/Prospectus.
- --------------------------------------------------------------------------------
2. To approve the amendment of the Queens County
Bancorp, Inc. certificate of incorporation in FOR AGAINST ABSTAIN
order to change the name of Queens County [_] [_] [_]
Bancorp, Inc. to "New York Community Bancorp,
Inc."
- --------------------------------------------------------------------------------
In its discretion, the Proxy Committee of the Board of Directors is authorized
to vote on such other matters as may properly come before the special meeting.
- --------------------------------------------------------------------------------
YES NO
Please indicate here if you plan to attend the Special Meeting. [_] [_]
Signature_____________________Signature________________________Date_____________
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee, or guardian, please give your full title. If
shares are held jointly, each holder may sign but only one signature is
required. PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
FOLD AND DETACH HERE
QUEENS COUNTY BANCORP, INC.
REVOCABLE PROXY
SPECIAL MEETING OF STOCKHOLDERS
November 20, 2000
10:00 a.m. Eastern Standard Time
The undersigned hereby appoints the Proxy Committee of the Board of
Directors of Queens County Bancorp, Inc. (the "Company"), with full power of
substitution, to act as attorney and proxy for the undersigned, and to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
only at the Special Meeting of Shareholders, to be held on November 20, 2000, at
10:00 a.m., Eastern
Standard Time, at the Sheraton LaGuardia East Hotel, 135-20 39th Avenue in
Flushing, New York, and at any and all adjournments or postponements thereof as
set forth on the reverse side.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
This proxy is revocable and will be voted as directed. If you return this
form properly signed but do not otherwise specify, your shares will be voted FOR
the proposals specified on the reverse side. If you do not sign and return this
form, your shares will not be voted. If any other business is presented at the
Special Meeting, including whether or not to adjourn the meeting, this proxy
will be voted by those named in this proxy in their best judgment. At the
present time, the Board of Directors knows of no other business to be presented
at the Special Meeting.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Special Meeting of Stockholders and a
Joint Proxy Statement/Prospectus dated October 13, 2000.
(Continued and to be signed on reverse side)
QUEENS COUNTY BANCORP, INC.
REVOCABLE PROXY
SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 20, 2000
10:00 a.m. New York Time
The undersigned hereby appoints the Proxy Committee of the Board of Directors
of Queens County Bancorp, Inc. (the "Company"), with full power of substitution,
to act as attorney and proxy for the undersigned and to vote all shares of
Common Stock of the Company which the undersigned is entitled to vote only at
the Special Meeting of Shareholders to be held on November 20, 2000 at 10:00
a.m., New York Time, at the Sheraton LaGuardia East Hotel, 135-20 39th Avenue in
Flushing New York, and at any and all adjournments thereof as set forth on the
reverse side.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
This proxy is revocable and will be voted as directed. If you return this form
properly signed but do not otherwise specify, your shares will be voted FOR the
proposals specified below. If you do not sign and return this form, your shares
will not be voted. If any other business is presented at the Special Meeting,
including whether or not to adjourn the meeting, this proxy will be voted by
those named in this proxy in their best judgment. At the present time, the
Board of Directors knows of no other business to be presented at the Special
Meeting.
The undersigned acknowledges receipt from the Company Stock prior to the
execution of this proxy of a Notice of Special Meeting of Shareholders and a
Joint Proxy Statement/Prospectus dated October 13, 2000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
1. To approve and adopt the Agreement and Plan of Merger, dated as of June 27,
2000, by and between Queens County Bancorp, Inc. and Haven Bancorp, Inc. as more
fully described in the accompanying Joint Proxy Statement/Prospectus.
FOR AGAINST ABSTAIN
--- ------- -------
--- --- ---
- --------------------------------------------------------------------------------
2. To approve the amendment of the Queens County Bancorp, Inc. certificate of
incorporation in order to change the name of Queens County Bancorp, Inc. to
"New York Community Bancorp, Inc.".
FOR AGAINST ABSTAIN
--- ------- -------
--- --- ---
In its discretion, the Proxy Committee of the Board of Directors is authorized
to vote on such other matters as may properly come before the special meeting.
The Trustee is hereby authorized to vote any shares attributable to me in their
capacities as indicated. I understand that if I sign this form without
indicating specific instructions, shares attributable to me will be voted FOR
the listed proposals and FOR other matters as recommended by the Board of
Directors.
- ------------------------------------ ------------------------------------
Print your name on this line Your signature
- -------------------------------
Date
Please date, sign, and return this form in the envelope provided by no later
-----------
than November 1, 2000 to: Victoria Kalligeros, Asst. Secretary, Human Resources,
- ---------------------
Queens County Savings Bank, 38-25 Main Street, Flushing, New York 11354.
QUEENS COUNTY SAVINGS BANK
38-25 MAIN STREET
FLUSHING, NEW YORK 11354
October 16, 2000
Dear Employee,
As you know, in connection with both the conversion of Queens County
Savings Bank (the "Bank") from the mutual to stock form of organization in
November 1993, and the formation of Queens County Bancorp, Inc. (the "Company")
as the parent holding company for the Bank, the following benefit plans were
either amended or established as noted:
1. The Bank's Incentive Savings Plan ("401(a) Plan") was amended to
-------------------------------------------------
provide participants with the ability to direct the investment of
all or a portion of their funds in an Employer Stock Fund which
invests in the common stock of the Company. The unrelated corporate
trustee for the 401(a) Plan is Oppenheimer Trust Company.
2. An Employee Stock Ownership Plan and Trust ("ESOP") was
--------------------------------------------------
established. The ESOP acquired 2,946,800 shares (split adjusted) of
common stock of the Company for the benefit of the Bank's employees
in the conversion and an additional 1,699,056 shares (split
adjusted) in the secondary market following the conversion. The
unrelated corporate trustee for the ESOP is Oppenheimer Trust
Company.
3. A Recognition and Retention Plan and Trust ("RRP") was established.
--------------------------------------------------
The RRP purchased 1,474,875 shares (split adjusted) of common stock
in connection with the conversion. The unrelated corporate trustee
for the RRP is Chase Manhattan Bank.
As a participant in one or more of these Plans, you may direct the voting of the
shares of the Company's common stock that have been allocated to your accounts.
The respective Trustees will vote those shares of the Company's common stock
held in the various Plans that are allocated to participants in accordance with
the instructions of the participants. Shares which have been allocated to
participant's accounts but for which no voting instructions have been received
will be voted proportionately to voting instructions received from other
participants. Furthermore, in the case of shares held in the ESOP, any
unallocated shares will be voted proportionately to voting instructions received
so long as such vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
We, the Board of Directors, are providing you with a Joint Proxy
Statement/Prospectus dated October 13, 2000, and the Revocable Proxy Form that
appears on the reverse side of this letter for your use in conveying your voting
instructions to the respective Plan Trustees.
In order to direct the voting of shares allocated to your account in the various
Plans, you must fill out and sign this Revocable Proxy Form and return it by no
-----
later than November 1, 2000 to: Victoria Kalligeros, Asst. Secretary, Human
- ---------------------------
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354. An envelope marked "Confidential" has been provided for your
convenience.
Your shares will be tallied in a confidential manner and then the respective
Trustee will vote the shares in accordance with your instructions. Should you
need any further assistance in voting the shares in these benefit plans, please
contact Human Resources.
You should also know that for any shares purchased by you or your family outside
of these Plans, you will receive a separate proxy card and mailing. This letter
and Revocable Proxy Form pertain only to shares held through the Bank's benefit
plans.
Sincerely yours,
The Board of Directors
QUEENS COUNTY SAVINGS BANK
38-25 MAIN STREET
FLUSHING, NEW YORK 11354
October 16, 2000
Dear Retiree,
As you know, in connection with both the conversion of Queens County
Savings Bank (the "Bank") from the mutual to stock form of organization in
November 1993, and the formation of Queens County Bancorp, Inc. (the "Company")
as the parent holding company for the Bank, the following benefit plans were
either amended or established as noted:
1. The Bank's Incentive Savings Plan ("401(a) Plan") was amended to
-------------------------------------------------
provide participants with the ability to direct the investment of
all or a portion of their funds in an Employer Stock Fund which
invests in the common stock of the Company. The unrelated corporate
trustee for the 401(a) Plan is Oppenheimer Trust Company.
2. An Employee Stock Ownership Plan and Trust ("ESOP") was
--------------------------------------------------
established. The ESOP acquired 2,946,800 shares (split adjusted) of
common stock of the Company for the benefit of the Bank's employees
in the conversion and an additional 1,699,056 shares (split
adjusted) in the secondary market following the conversion. The
unrelated corporate trustee for the ESOP is Oppenheimer Trust
Company.
3. A Recognition and Retention Plan and Trust ("RRP") was established.
--------------------------------------------------
The RRP purchased 1,474,875 shares (split adjusted) of common stock
in connection with the conversion. The unrelated corporate trustee
for the RRP is Chase Manhattan Bank.
As a participant in one or more of these Plans, you may direct the voting of the
shares of the Company's common stock that have been allocated to your accounts.
The respective Trustees will vote those shares of the Company's common stock
held in the various Plans that are allocated to participants in accordance with
the instructions of the participants. Shares which have been allocated to
participant's accounts but for which no voting instructions have been received
will be voted proportionately to voting instructions received from other
participants. Furthermore, in the case of shares held in the ESOP, any
unallocated shares will be voted proportionately to voting instructions received
so long as such vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
We, the Board of Directors, are providing you with a Joint Proxy
Statement/Prospectus dated October 13, 2000, and the Revocable Proxy Form that
appears on the reverse side of this letter for your use in conveying your voting
instructions to the respective Plan Trustees.
In order to direct the voting of shares allocated to your account in the various
Plans, you must fill out and sign this Revocable Proxy Form and return it by no
-----
later than November 1, 2000 to: Victoria Kalligeros, Asst. Secretary, Human
- ---------------------------
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354. An envelope marked "Confidential" has been provided for your
convenience.
Your shares will be tallied in a confidential manner and then the respective
Trustee will vote the shares in accordance with your instructions. Should you
need any further assistance in voting the shares in these benefit plans, please
contact Human Resources.
You should also know that for any shares purchased by you or your family outside
of these Plans, you will receive a separate proxy card and mailing. This letter
and Revocable Proxy Form pertain only to shares held through the Bank's benefit
----
plans.
Sincerely yours,
The Board of Directors
QUEENS COUNTY SAVINGS BANK
38-25 MAIN STREET
FLUSHING, NEW YORK 11354
October 16, 2000
Dear Former Employee,
As you know, in connection with both the conversion of Queens County
Savings Bank (the "Bank") from the mutual to stock form of organization in
November 1993, and the formation of Queens County Bancorp, Inc. (the "Company")
as the parent holding company for the Bank, the following benefit plans were
either amended or established as noted:
1. The Bank's Incentive Savings Plan ("401(a) Plan") was amended to
-------------------------------------------------
provide participants with the ability to direct the investment of
all or a portion of their funds in an Employer Stock Fund which
invests in the common stock of the Company. The unrelated corporate
trustee for the 401(a) Plan is Oppenheimer Trust Company.
2. An Employee Stock Ownership Plan and Trust ("ESOP") was
--------------------------------------------------
established. The ESOP acquired 2,946,800 shares (split adjusted) of
common stock of the Company for the benefit of the Bank's employees
in the conversion and an additional 1,699,056 shares (split
adjusted) in the secondary market following the conversion. The
unrelated corporate trustee for the ESOP is Oppenheimer Trust
Company.
3. A Recognition and Retention Plan and Trust ("RRP") was established.
--------------------------------------------------
The RRP purchased 1,474,875 shares (split adjusted) of common stock
in connection with the conversion. The unrelated corporate trustee
for the RRP is Chase Manhattan Bank.
As a participant in one or more of these Plans, you may direct the voting of the
shares of the Company's common stock that have been allocated to your accounts.
The respective Trustees will vote those shares of the Company's common stock
held in the various Plans that are allocated to participants in accordance with
the instructions of the participants. Shares which have been allocated to
participant's accounts but for which no voting instructions have been received
will be voted proportionately to voting instructions received from other
participants. Furthermore, in the case of shares held in the ESOP, any
unallocated shares will be voted proportionately to voting instructions received
so long as such vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
We, the Board of Directors, are providing you with a Joint Proxy
Statement/Prospectus dated October 13, 2000, and the Revocable Proxy Form that
appears on the reverse side of this letter for your use in conveying your voting
instructions to the respective Plan Trustees.
In order to direct the voting of shares allocated to your account in the various
Plans, you must fill out and sign this Revocable Proxy Form and return it by no
-----
later than November 1, 2000 to: Victoria Kalligeros, Asst. Secretary, Human
- ---------------------------
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354. An envelope marked "Confidential" has been provided for your
convenience.
Your shares will be tallied in a confidential manner and then the respective
Trustee will vote the shares in accordance with your instructions. Should you
need any further assistance in voting the shares in these benefit plans, please
contact Human Resources.
You should also know that for any shares purchased by you or your family outside
of these Plans, you will receive a separate proxy card and mailing. This letter
and Revocable Proxy Form pertain only to shares held through the Bank's benefit
plans.
Sincerely yours,
The Board of Directors
QUEENS COUNTY SAVINGS BANK
38-25 MAIN STREET
FLUSHING, NEW YORK 11354
October 16, 2000
Dear Executive Officer,
As you know, in connection with both the conversion of Queens County Savings
Bank (the "Bank") from the mutual to stock form of organization in November
1993, and the formation of Queens County Bancorp, Inc. (the "Company") as the
parent holding company for the Bank, the following benefit plans were either
amended or established as noted:
1. The Bank's Incentive Savings Plan ("401(a) Plan") was amended to
-------------------------------------------------
provide participants with the ability to direct the investment of all
or a portion of their funds in an Employer Stock Fund which invests in
the common stock of the Company. The unrelated corporate trustee for
the 401(a) Plan is Oppenheimer Trust Company.
2. An Employee Stock Ownership Plan and Trust ("ESOP") was established.
---------------------------------------------------
The ESOP acquired 2,946,800 shares (split adjusted) of common stock of
the Company for the benefit of the Bank's employees in the conversion
and an additional 1,699,056 shares (split adjusted) in the secondary
market following the conversion. The unrelated corporate trustee for
the ESOP is Oppenheimer Trust Company.
3. A Supplemental Benefit Plan was established. Shares are purchased to
---------------------------
replace benefits not received due to limitations imposed by the
Internal Revenue Code of 1986. The unrelated corporate trustee is
Chase Manhattan Bank.
As a participant in one or more of these Plans, you may direct the voting of the
shares of the Company's common stock that have been allocated to your accounts.
The respective Trustees will vote those shares of the Company's common stock
held in the various Plans that are allocated to participants in accordance with
the instructions of the participants. Shares which have been allocated to
participant's accounts but for which no voting instructions have been received
will be voted proportionately to voting instructions received from other
participants. Furthermore, in the case of shares held in the ESOP, any
unallocated shares will be voted proportionately to voting instructions received
so long as such vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
We, the Board of Directors, are providing you with a Joint Proxy
Statement/Prospectus dated October 13, 2000, and the Revocable Proxy Form that
appears on the reverse side of this letter for your use in conveying your voting
instructions to the respective Plan Trustees.
In order to direct the voting of shares allocated to your account in the various
Plans, you must fill out and sign this Revocable Proxy Form and return it by no
-----
later than November 1, 2000 to: Victoria Kalligeros, Asst. Secretary, Human
- ---------------------------
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354. An envelope marked "Confidential" has been provided for your
convenience.
Your shares will be tallied in a confidential manner and then the respective
Trustee will vote the shares in accordance with your instructions. Should you
need any further assistance in voting the shares in these benefit plans, please
contact Human Resources.
You should also know that for any shares purchased by you or your family outside
of these Plans, you will receive a separate proxy card and mailing. This letter
and Revocable Proxy Form pertain only to shares held through the Bank's benefit
plans.
Sincerely yours,
The Board of Directors